Section 5. WITHHOLDING

FOREIGN PARTNERSHIP WITHHOLDING CERTIFICATE

Sec. 5.01. WP Withholding Certificate. WP agrees to furnish a withholding foreign partnership withholding certificate to each withholding agent from which it receives a reportable amount as a withholding foreign partnership. The withholding foreign partnership withholding certificate is a Form W–8IMY (or acceptable substitute form) that certifies that WP is acting as a withholding foreign partnership, contains WP’s WP–EIN, and provides all other information and certifications required by the form, including its WP-EIN. If WP is receiving a reportable amount that is a withholdable payment, the withholding certificate must also contain WP’s chapter 4 status to the extent required, provide its GIIN (if applicable), and provide the other information and certifications required on the form. If WP is an FFI, WP must provide a GIIN on its withholding foreign partnership withholding certificate irrespective of the time the FFI

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or underwithholding adjustments made under sections 7.01 and 7.03 of this Agreement, and an explanation of the circumstances that resulted in the over- or underwithholding. If WP is requesting a collective refund or credit, WP shall attach the statements required by section 7.02 of this Agreement and shall comply with the procedures specified in section 7.02 of this Agreement. (B) Extensions for Filing Returns . WP may request an extension of the time for filing Form 1042, or any of the information required to be attached to the form, by submitting Form 7004, Application for Automatic Extension of Time to File Certain Business Income, Tax, Information, and Other Returns, on or before the due date of the return. Sec. 6.02. Form 1042–S Reporting. (A) In General . WP must file Form 1042–S for each partner for whom it acts as a withholding foreign partnership and for whom WP distributes, or in whose distributive share is included, a reportable amount unless WP is permitted under sections 6.02(C) and (D) of this Agreement to report in pools (reporting pools). With respect to its direct partners, WP must file Forms 1042–S in the manner required by the regulations under chapters 3 and 4 for amounts distributed to, or included in the distributive share of, its partners (or in the case of a participating FFI, pursuant to its FATCA requirements as a participating FFI) and the instructions to the form, including any requirement to file the forms magnetically or electronically. Any Form 1042–S required to be filed by this section 6 shall be filed on or before March 15 following the calendar year in which withholding, if any, was required under section 3.02 of this Agreement. WP may request an extension of time to file Forms 1042–S by submitting Form 8809, Application for Extension of Time to File Information Returns, (or other superseding form) by the due date of Forms 1042–S in the manner required by (and to the extent permitted on) Form 8809. (B) Recipient Specific Reporting . WP is required to file a separate Form 1042–S for amounts distributed to, or included in the distributive share of, each separate partner as described in this section 6.02(B). WP must file separate Forms 1042–S by income code, chapter 3 or 4

exemption code, recipient code, chapter 4 withholding rate pool (if applicable), and withholding rate. (1) Unless WP has made the pooled reporting election pursuant to section 6.02(D) of this Agreement, WP must file a separate Form 1042–S for each direct partner (other than a passthrough partner) to whom WP distributes, or whose distributive share includes, an amount subject to chapter 3 withholding that is either not a withholdable payment or is a withholdable payment for which no chapter 4 withholding is required. (2) WP must file a separate Form 1042–S for each partner that is a qualified intermediary, a withholding foreign partnership, or a withholding foreign trust to whom WP distributes, or whose distributive share includes, an amount subject to withholding under chapters 3 or 4, regardless of whether such partner is a direct or indirect partner of WP. (3) WP must file a separate Form 1042–S for each passthrough partner that is a nonqualified intermediary or flow-through entity that is a participating FFI, registered deemed-compliant FFI, or registered deemed-compliant Model 1 IGA FFI and to whom WP distributes, or whose distributive share includes, an amount subject to chapter 4 withholding allocable to such FFI’s chapter 4 withholding rate pools of recalcitrant account holders, nonparticipating FFIs, and reportable amounts allocable to U.S. payees, if applicable, regardless of whether such FFI is a direct or indirect partner of WP when WP applies section 9.03 of this Agreement. (4) WP must file a separate Form 1042–S for each passthrough partner that is a nonqualified intermediary or flow-through entity that is not described in section 6.02(B)(3) of this Agreement (other than a nonparticipating FFI), and to whom WP distributes, or whose distributive share includes, an amount subject to chapter 4 withholding allocable to such passthrough partner’s chapter 4 withholding rate pool of payees that are nonparticipating FFIs, regardless of whether such passthrough partner is a direct or indirect partner of WP when WP applies section 9.03 of this Agreement. (5) WP must file a separate Form 1042–S for each partner of WP that is a partnership or trust to which WP applies the

agency option under section 9.02 of this Agreement and to whom WP distributes, or whose distributive share includes, an amount subject to chapter 4 withholding that is allocable to the partnership or trust’s chapter 4 withholding rate pool of payees that are nonparticipating FFIs or to whom WP distributes, or whose distributive share includes, an amount subject to chapter 3 withholding that is either not a withholdable payment or is a withholdable payment for which no chapter 4 withholding is required and that is allocable to such partnership’s or trust’s chapter 3 withholding rate pools. (6) WP must file a separate Form 1042–S for each foreign account holder (or interest holder) of a passthrough partner that is a nonparticipating FFI that receives a payment on behalf of an exempt beneficial owner (regardless of whether the passthrough partner is a direct or indirect partner of WP) to the extent WP can reliably associate such amounts with valid documentation from such passthrough partner as to the portion of the payment allocable to one or more exempt beneficial owners. In addition, WP must file separate Forms 1042–S in the same manner for each foreign account holder (or interest holder) of a passthrough partner that is described in the preceding sentence and that is a direct or indirect partner, beneficiary, or owner of a partnership or trust to which WP applies the agency option. (7) WP must file a separate Form 1042–S for each foreign account holder (or interest holder) of a passthrough partner to whom WP distributes, or whose distributive share includes, an amount subject to chapter 3 withholding that is either not a withholdable payment or is a withholdable payment for which no chapter 4 withholding is required to the extent WP can reliably associate such amounts with valid documentation from an account holder (or interest holder) that is not itself a nonqualified intermediary or flow-through entity when WP applies section 9.03 of this Agreement. In addition, WP must file a separate Form 1042–S in the same manner for each foreign account holder (or interest holder) of a nonqualified intermediary or flow-through entity (to which WP does not apply the agency option) that is described in the preceding sentence and that is a direct or indirect account holder (or

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interest holder) of a partnership or trust to which WP applies the agency option. (8) If WP is an NFFE, WP must file a separate Form 1042–S for each direct partner that establishes its status as a passive NFFE but fails to provide the information regarding its owners as required under § 1.1471–3(d)(12)(iii). (C) Chapter 4 Reporting Pools. If WP is an FFI, WP shall report on Form 1042–S amounts subject to chapter 4 withholding that it distributes to, or includes in the distributive share of, its direct partners consistent with its FATCA requirements as a participating FFI, registered deemed-compliant FFI, or registered deemed-compliant Model 1 IGA FFI. A separate Form 1042–S shall be filed for each type of chapter 4 reporting pool. A chapter 4 reporting pool is a payment of a single type of income, determined in accordance with the categories of income reported on Form 1042–S, that is allocable to a chapter 4 withholding rate pool consisting of payees that are nonparticipating FFIs or recalcitrant account holders. WP must report recalcitrant account holders in pools based upon their particular class described in § 1.1471–4(d)(6), with a separate Form 1042–S issued for each such pool. See section 9 of this Agreement for when a WP may include certain indirect partners in its chapter 4 reporting pools. If WP is a participating FFI or registered deemed-compliant FFI (including for this purpose a reporting Model 1 IGA FFI), WP may report in a chapter 4 withholding rate pool of U.S. payees reportable amounts that are distributed to, or included in the distributive share of, a direct partner that is a U.S. person, provided that WP reports such partner as a U.S. account (or U.S reportable account) under its applicable FATCA requirements as a participating FFI, registered deemed-compliant FFI, reporting Model 1 FFI, or registered deemed-compliant Model 1 IGA FFI. WP shall include in its U.S. payee pool reportable amounts that are distributed to, or included in the distributive share of, a direct partner that is a U.S. person when WP either reports such partner as a U.S. account (or U.S. reportable account) pursuant to its FATCA requirements as a participating FFI, registered deemedcompliant FFI, or registered deemedcompliant Model 1 IGA FFI; or reports

such partner as a recalcitrant account holder (or non-consenting U.S. account) provided that WP is not required to withhold on such partner pursuant to its FATCA requirements as a participating FFI, registered deemed-compliant FFI, or registered deemed-compliant Model 1 IGA FFI. See, however, the automatic termination provision of section 10.03(A) of this Agreement if WP is not in possession of valid documentation for any direct partner at any time that withholding or reporting is required. If WP is an NFFE, WP shall report amounts subject to chapter 4 withholding by reporting pools on a Form 1042–S if those amounts are distributed to, or included in the distributive share of, direct partners of WP that are nonparticipating FFIs in a chapter 4 reporting pool of nonparticipating FFIs. (D) Chapter 3 Reporting Pools . WP may elect to perform pool reporting (PR election) for an amount subject to chapter 3 withholding that either is not a withholdable payment or is a withholdable payment for which no chapter 4 withholding is required and that WP distributes to, or includes in the distributive share of, a foreign direct partner (other than a passthrough partner, withholding foreign partnership, or withholding foreign trust). A separate Form 1042–S shall be filed for each chapter 3 reporting pool. A chapter 3 reporting pool is a payment of a single type of income that falls within a particular withholding rate, chapter 3 exemption code and, if the payment is a withholdable payment, a chapter 4 exemption code as determined on Form 1042–S and its accompanying instructions. WP may use a single chapter 3 pool reporting code (e.g., WP- withholding rate poolgeneral) for all reporting pools except for amounts paid to foreign tax-exempt recipients, for which a separate chapter 3 pool reporting code (e.g., WP- withholding rate pool- exempt organization) must be used. For this purpose, a foreign tax-exempt recipient includes any organization that is not subject to chapter 3 withholding and is not liable to tax in its jurisdiction of residence because it is a charitable organization, a pension fund, or a foreign government. See section 9 of this Agreement for when a WP may include certain indirect partners in its chapter 3 reporting pools.

If WP has made the PR election pursuant to this section 6.02(D), WP is not required to file Forms 1042–S for amounts distributed to, or included in the distributive share of, each separate direct partner for whom such reporting would otherwise be required. Instead, WP shall file a separate Form 1042–S for each reporting pool. However, see section 7.02 of this Agreement for the requirement for WP to provide a Form 1042–S to a partner if requested. Once made, the PR election is effective for the entire term of this Agreement beginning on the effective date of the Agreement and ending on the date of its expiration or termination under section 10 of the Agreement. WP must make a new election for each renewal term of this Agreement. If WP makes the PR election, WP cannot revoke it prior to the end of the term for which WP has made the PR election unless WP obtains consent from the IRS to revoke such election. WP may request IRS consent by contacting the IRS at the address specified in section 11.06 of this Agreement. If WP did not make the PR election at the time this Agreement was executed, then WP may make a PR election only by contacting the IRS at the address specified in section 11.06 of this Agreement. Sec. 6.03. Form 1065 Filing Require- ment. (A) General Rule . If WP is required to file Form 1065 and Schedules K–1 under § 1.6031(a)–1, then WP shall file Form 1065 and Schedules K–1 in accordance with the regulations and the instructions for the form as modified by section 6.03(B) or (C) of this Agreement. (B) Modified Filing Obligations . If WP has U.S. source income, WP may avail itself of the modified obligations described in section 6.03(B)(1) or (2) of this Agreement, if, in addition to satisfying the requirements of section 6.03(B)(1) or (2) of this Agreement, none of this income is attributable to a permanent establishment inside the United States, none of this income is effectively connected with a trade or business within the United States, and WP would not otherwise be required to report to any partner a specially allocated item on Schedule K–1. (1) WP is not required to file a Form 1065 provided that WP has no direct or indirect

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partners that are U.S. persons at any time during WP’s taxable year. (2) WP is required to file a Form 1065, but is not required to file Schedules K–1 for any partners other than its direct U.S. partners and its passthrough partners (whether U.S. or foreign) through which indirect U.S. partners hold an interest in WP. Schedules K–1 that are not excepted from the filing requirement under this section 6.03(B)(2) must contain the same information required of a U.S. partnership under § 1.6031(a)–1(a). (C) Foreign Reverse Hybrid Entities. If WP is an FFI that is a foreign reverse hybrid entity, WP is not required to file Form 1065 and Schedules K–1, and instead WP must satisfy the requirements in sections 6.03(C)(1) through (5) of this Agreement. (1) WP is a participating FFI, registered deemed-compliant FFI, or registered deemed-compliant Model 1 IGA FFI. (2) WP files Form 1120–F for each taxable year to report income effectively connected with a U.S. trade or business (ECI) (if any). (3) With respect to each calendar year, WP prepares a statement supporting its allocations of U.S. source FDAP income for the year to each partner that claims benefits under an income tax treaty (“Reconciliation Statement”). The Reconciliation Statement shall be prepared by the due date (including extensions) for filing WP’s Forms 1042 and 1042–S for the calendar year. The Reconciliation Statement must be retained for six years and provided to the IRS upon request, and must be reviewed by the reviewer for accuracy as part of the periodic review under sections 8.04 and 8.05 of this Agreement. The Reconciliation Statement must include the following information: (i) The total amount of non-ECI U.S. source FDAP income that is received by WP during the year and, of such amount, the portion that is included in the distributive share of each partner that is a U.S. person; each foreign partner that claims benefits under an income tax treaty with respect to such income; and all other partners in WP (in the aggregate); (ii) For each partner described in section 6.03(C)(3)(i) of this Agreement, the amount of withholding applied by WP to the distribution or distributive share of the

amount of non-ECI U.S. source FDAP allocated to such partner for the year; and (iii) Identification of any allocation of non-ECI U.S. source FDAP income to a partner claiming benefits under an income tax treaty with respect to such income in a ratio different than the ratio for allocating income or loss generally to such partner under WP’s partnership agreement and identifying information with respect to each such partner that would be provided on Schedule K–1 if WP were required to provide Schedule K–1 under § 1.6031 (a)–1 for such partner. (4) If WP is a passive foreign investment company (PFIC), WP must issue a PFIC Annual Information Statement (described in § 1.1295–1(g)(1)) each year to each U.S. person that is a shareholder (as defined in § 1.1295–1(j)) of the PFIC that has made an election to treat WP as a qualified electing fund under section 1295(b). WP shall retain a copy of each PFIC Annual Information Statement for six years and provide each such statement to the IRS upon request. Each PFIC Annual Information Statement must be reviewed by the reviewer for accuracy as part of the periodic review under sections 8.04 and 8.05 of this Agreement. (5) WP may not reduce the rate of withholding under chapter 3 based on a partner’s claim of treaty benefits unless WP obtains from the partner the documentation required under section 4.03 of this Agreement. Sec. 6.04. Retention of Returns. WP shall retain Forms 1042 and 1065 for the period of the applicable statute of limitations on assessments and collection under the Code. Sec. 6.05. FATCA U.S. Account Report- ing. (A) WP that is an FFI . (1) In general . If WP is an FFI, WP is required to report each U.S. account (or, in the case of an FFI that is a reporting Model 1 FFI or registered deemedcompliant Model 1 IGA FFI, each U.S. reportable account) that it maintains consistent with its FATCA requirements as a participating FFI, registered deemedcompliant FFI, or registered deemedcompliant Model 1 IGA FFI. If WP is a participating FFI or registered deemedcompliant FFI (other than a reporting Model 1 FFI), WP must report its U.S.

accounts on Form 8966 in the time and manner specified under its FATCA requirements as a participating FFI or registered deemed-compliant FFI, except to the extent WP is reporting under § 1.1471–4(d)(5) on Form 1099 with respect to its U.S. accounts. If WP is a reporting Model 1 FFI or registered deemed-compliant Model 1 IGA FFI, WP must report each U.S. reportable account as required under the applicable Model 1 IGA. (2) Reporting payments made to partners on Form 8966 . Beginning with reporting with respect to calendar year 2017, if WP is a participating FFI or registered deemed-compliant FFI (other than a reporting Model 1 FFI) reporting a U.S. account or an account held by an ownerdocumented FFI on Form 8966, WP must report the payments described in § 1.1471–4(d)(4)(iv)(C) (i.e., the partner’s distributive share of the partnership’s income or loss for the calendar year, without regard to whether any such amount is distributed to the partner during the year, and any guaranteed payments for the use of capital). (B) WP that is an NFFE . If WP is an NFFE, WP shall file Forms 8966 to report withholdable payments distributed to, or included in the distributive share of, any partner that is an NFFE (other than an excepted NFFE) with one or more substantial U.S. owners if the NFFE is the beneficial owner of the withholdable payment received by WP. See § 1.1471– 1(b)(8) for the definition of beneficial owner. WP must report on Form 8966 in accordance with the form and its accompanying instructions. The Form 8966 must include the name of the NFFE that is owned by a substantial U.S. owner; the name, address, and U.S. TIN of each substantial U.S. owner; the total of all withholdable payments distributed to, or included in the distributive share of, the NFFE during the calendar year; and any other information as required by the form and its accompanying instructions. If WP is acting as a sponsoring entity on behalf of a NFFE for chapter 4 purposes, WP is not required to report as described in this paragraph if WP reports the NFFE as part of WP’s requirements as a sponsoring entity. See § 1.1472–1(c)

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(5)(ii) for the reporting requirements of a sponsoring entity. (C) Form 8966 Reporting for Payees that are NFFEs . WP shall file Form 8966 to report withholdable payments that WP distributes to, or includes in the distributive share of, a passthrough partner that provides information regarding an account holder (or interest holder) that is an NFFE (other than an excepted NFFE) with one or more substantial U.S. owners (or one or more controlling persons that is a specified U.S. person under an applicable IGA) and that is the beneficial owner of the withholdable payment received by WP when such substantial U.S. owner or controlling person is not reported under section 6.05(A) of this Agreement. WP must report on Form 8966 in the time and manner provided in § 1.1474–1(i)(2). Such report must include the name of the NFFE that is owned by a substantial U.S. owner (or controlling person that is a specified U.S. person); the name, address, and U.S. TIN of each substantial U.S. owner (or controlling person that is a specified U.S. person); the total of all withholdable payments made to the NFFE during the calendar year (or reportable period under the applicable IGA); and any other information as required by the form and its accompanying instructions. WP is not required to report on Form 8966, however, on a withholdable payment made to a passthrough partner that is a participating FFI or registered deemedcompliant FFI that is allocated to a payee that is a passive NFFE with one or more substantial U.S. owners on an FFI withholding statement when the participating FFI or registered deemed-compliant FFI includes on the statement the certification described in § 1.1471–3(c)(3)(iii)(B)( 2 ) ( iv ) (certifying that the FFI is reporting the passive NFFE as a U.S. account or U.S. reportable account in accordance with the terms of the FFI agreement or an applicable IGA), provided WP does not know or have reason to know that the certification is incorrect or unreliable. See § 1.1474– 1(i)(2).